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Kitply Industries Ltd.

BSE: 502595 Sector: Others
NSE: KITPLYIND ISIN Code: INE147B01019
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Kitply Industries Ltd. (KITPLYIND) - Director Report

Company director report

DIRECTORS

To the Members of

Kitply Industries Limited

Your Directors have pleasure in presenting the 31st Annual Report and the AuditedAccounts for the financial year ended March 31 2014.

FINANCIAL RESULTS

(Rs. in lacs)
Year ended 31st March 2014 Year ended 31st March 2013
Turnover during the year 5051.01 6345.72
Loss Before Depreciation Interest and Taxation (-)410.79 (-)585.60
Add: Depreciation & Amortisation Expenses (-)90.08 (-)102.17
Add: Finance Cost 358.78 (-)475.38
Loss Before Taxation & Exceptional Items
Add/Less : Exceptional Items
Expenses
Income
Loss for the year (-)859.66 (-)1163.16
Earning Per Share (2.52) (3.41)

DIVIDEND

In view of the losses your Directors are unable to recommend any dividend for thefinancial year ended March 31 2014.

REVIEW OF OPERATIONS

During the year under review operations deteriorated further due to extreme paucity ofworking capital thereby resulting in complete stoppage of production in almost all theunits of your Company. Your Company has recorded a turnover of Rs. 5056.75 lacs incomparison to that of Rs. 6513.95 lacs. The loss after taxation & exceptional itemsdecreased to Rs. 859.66 lacs as against Rs. 1163.16 lacs in the preceding year due to moretrading activities and reduced manufacturing attributable to lack of working capital.

BIFR

In view of mandatory provision of Section 15 of Sick Industrial Companies (SpecialProvisions) Act 1985 (SICA) the company has made a reference thereunder to theHon’ble Board for Industrial and Financial Reconstruction (BIFR) for revival whichhas since been registered as Case No. 23/2012 and the matter is currently pending beforethe Hon’ble Appallate Authority of Industrial Financial Reconstruction (AAIFR).

NEW COMPANIES ACT 2013

The Historic Companies Act 2013 which replace more than five decades old CompaniesAct 1956 was passed by the Parliament. The new Act provides major thrust on Complianceand Accountability from the Corporate Sector and will provide further transparency in thedisclosures. Your Company is already taking steps to comply with the provision of the NewCompanies Act.

SHARE CAPITAL

During the year under report authorized Share Capital of the Company is Rs.500000000 divided into 50000000 equity shares of Rs. 10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forming part of the Directors’Report for the year under review as stipulated under Clause 49 of the Listing Agreementwith the Stock Exchanges is discussed in a separate section of this Annual Report.

DIRECTORS

Mr. Udayan Banerjee Director of the Company resigned from the Board on May 15 2014.The Board places on record its deep appreciation of the valuable services rendered duringhis tenure as a Director of the Company.

Mr. Sumit Kar was appointed by the Board as an Additional Non-Executive Director ofyour Company with effect from May 14 2014.

Mr. Subhash Chandra Agarwala Director of the Company resigned from the Board on April04 2014. The Board places on record its deep appreciation of the valuable servicesrendered during his tenure as a Director of the Company.

Mr. Mahesh Kumar Gupta was appointed by the Board as an Additional Non-ExecutiveDirector of your Company with effect from July 04 2014.

In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association Mr. Pawan Kumar Goenka (DIN: 00090809) retire by rotation and is eligiblefor re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act 1956 based on therepresentation received from the operating management with respect to the Balance Sheetof the Company as at March 31 2014 and the Profit & Loss Account for the year endedon that date (hereinafter collectively referred to as the ‘Annual Accounts’)your Directors confirm that –

i) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period;

iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a going concern basis.

AUDITOR’S OBSERVATION

Observations of the Auditors read together with the relevant Notes to the Accounts andAccounting Policies are self-explanatory as such; no further clarifications/explanationsare required.

AUDITORS

M/s. Krishanu Bhattacharya Associates Chartered Accountants Statutory Auditors of theCompany who retires at the annual general meeting and who has not sought reappointment tohold office for a term of 5 (Five) years from the conclusion of this Annual GeneralMeeting. Accordingly M/s S. MANDAL & Co. Chartered Accountants (Registration No.-314188E) be and are hereby appointed as Statutory Auditors of the Company in the place ofM/s. Krishanu Bhattacharya Associates as Statutory Auditors of the Company to hold officeuntil conclusion of the next Annual General Meeting.

The operations of the Company do not require audit of cost accounts in terms of theprovisions of the Companies Act 1956 read with the Rules made thereunder.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement a separate section on CorporateGovernance forming part of the Directors’ Report and the Certificate from theCompany’s Auditors confirming compliance of Corporate Governance norms areincluded in the Annual Report.

LISTING WITH STOCK EXCHANGES

Our Company continues to remain listed with National Stock Exchange of India Limitedand the Gauhati Stock Exchange Limited . The trading of equity shares of the company hasbeen suspended w.e.f. 10.12.2013 at the National Stock Exchange and the management hastaken steps for resumption of normal trading soon.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year under review.

DISCLOSURES

1. None of the employees of the Company were in receipt of remuneration during the yearended March 31 2014 in respect of whom particulars are required to be furnished underSection 217(2A) of the Companies Act 1956 read with the Companies (Particulars ofEmployees) Rules 1975 as amended.

2. Information as prescribed under Section 217(1)(e) of the Companies Act 1956 readwith the Companies (Disclosure of Particulars in the Report of the Board of Directors)Rules 1988 as amended is annexed hereto and forms part of this report.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and appreciation to all employees andbusiness associates for their valuable contribution during the year. Your Directors alsowish to thanks the members investors bankers government authorities dealers suppliersfor their co-operation and support.

For and on behalf of the
Board of Directors
(P. K. Goenka)
Chairman & Managing Director
Place : Kolkata
Date : December 06 2014

INFORMATION PURSUANT TO THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARDOF DIRECTORS) RULES 1988

FORM A - FOR PLWOOD UNIT

The Company has already taken and implemented energy conservation measures wheneverpossible and there are no major areas where further energy conservation measures can betaken. However efforts to conserve and optimize the use of energy through improvedoperational methods and other means will continue.

FORM – B

A. FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT OF ABSORPTION OF TECHNOLOGYRESEARCH AND DEVELOPMENT (R&D)

Research and Development (R & D)

1. Specific areas in which R & D carried out by the Company.

The R&D efforts of the Company are directed towards quality control improvement/up gradation of existing products and development of new products.

2. Benefits derived as a result of the above R & D.

Improvement in product quality cost effectiveness and development of new value addedproducts

3. Expenditure on R&D 2013 - 2014 2012 - 2013
(a) Capital -- --
(b) Recurring -- --
(c) Total -- --
(d) Total R&D expenditure as a percentage of total Turnover -- --

Technology absorption adaptation and innovation

The Company has not introduced any new process as there is complete stoppage ofproduction in all the units due to absence of working capital.

The Company has not imported any technology during the last five years and there is notechnical collaboration with any party.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Foreign Exchange earned/utilized during the year have been givenunder the Notes to Accounts in Note No. 42.

For and on behalf of the
Board of Directors
(P. K. Goenka)
Chairman & Managing Director
Place : Kolkata
Date : December 06 2014